<PAGE>

                                                                     EXHIBIT 4.3

                                                   Registration Rights Agreement

                           ENCORE ACQUISITION COMPANY

                    6.25% SENIOR SUBORDINATED NOTES DUE 2014

                      UNCONDITIONALLY GUARANTEED AS TO THE
                         PAYMENT OF PRINCIPAL, PREMIUM,
                             IF ANY, AND INTEREST BY

                             ENCORE OPERATING, L.P.
                               EAP OPERATING, INC.
                              EAP PROPERTIES, INC.
                                EAP ENERGY, INC.
                            EAP ENERGY SERVICES, L.P.
                         ENCORE OPERATING LOUISIANA LLC

                          REGISTRATION RIGHTS AGREEMENT

                                                                   April 2, 2004

Goldman, Sachs & Co.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Fleet Securities, Inc.
J.P. Morgan Securities Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
BNP Paribas Securities Corp.
Fortis Investment Services LLC
Stanford Group Company
      c/o  Goldman Sachs & Co.
      85 Broad Street
      New York, New York  10004

Ladies and Gentlemen:

      Encore Acquisition Company, a Delaware corporation (the "Company"),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its 6.25% Senior
Subordinated Notes due 2014, which are unconditionally guaranteed by Encore
Operating, L.P., a Texas limited partnership, EAP Operating, Inc., a Delaware
corporation, EAP Properties, Inc., a Delaware corporation, EAP Energy, Inc., a
Delaware corporation, EAP Energy Services, L.P , a Texas limited partnership,
and Encore Operating Louisiana LLC, a Delaware limited liability company. As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers for the benefit of holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:

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                                                   Registration Rights Agreement

            1.    Certain Definitions. For purposes of this Registration Rights
Agreement, the following terms shall have the following respective meanings:
"Additional Interest" shall have the meaning assigned thereto in Section 2(c)
hereof.

            "Base Interest" shall mean the interest that would otherwise accrue
      on the Securities under the terms thereof and the Indenture, without
      giving effect to the provisions of this Agreement.

            The term "broker-dealer" shall mean any broker or dealer registered
      with the Commission under the Exchange Act.

            "Closing Date" shall mean the date on which the Securities are
      initially issued.

            "Commission" shall mean the United States Securities and Exchange
      Commission, or any other federal agency at the time administering the
      Exchange Act or the Securities Act, whichever is the relevant statute for
      the particular purpose.

            "Effective Time," in the case of (i) an Exchange Registration, shall
      mean the time and date as of which the Commission declares the Exchange
      Offer Registration Statement effective or as of which the Exchange Offer
      Registration Statement otherwise becomes effective and (ii) a Shelf
      Registration, shall mean the time and date as of which the Commission
      declares the Shelf Registration Statement effective or as of which the
      Shelf Registration Statement otherwise becomes effective.

            "Electing Holder" shall mean any holder of Registrable Securities
      that has returned a completed and signed Notice and Questionnaire to the
      Company in accordance with Section 3(d)(ii) or 3(d)(iv) hereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, or
      any successor thereto, as the same shall be amended from time to time.

            "Exchange Offer" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Exchange Offer Registration Statement" shall have the meaning
      assigned thereto in Section 2(a) hereof.

            "Exchange Registration" shall have the meaning assigned thereto in
      Section 3(c) hereof.

            "Exchange Securities" shall have the meaning assigned thereto in
      Section 2(a) hereof.

            The term "holder" shall mean each of the Purchasers and other
      persons who acquire Registrable Securities from time to time (including
      any successors or assigns), in each case for so long as such person owns
      any Registrable Securities.

            "Indenture" shall mean the Indenture, dated as of April 2, 2004,
      among the Company, the Subsidiary Guarantors and Wells Fargo Bank, N.A.,
      as Trustee, as the same shall be amended from time to time.

            "Notice and Questionnaire" means a Notice of Registration Statement
      and Selling Securityholder Questionnaire substantially in the form of
      Exhibit A hereto.

            The term "person" shall mean a corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or governmental agency.

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                                                   Registration Rights Agreement

            "Purchase Agreement" shall mean the Purchase Agreement, dated as of
      March 30, 2004, among the Purchasers, the Subsidiary Guarantors and the
      Company relating to the Securities.

            "Purchasers" shall mean the Purchasers named in Schedule A to the
      Purchase Agreement.

            "Registrable Securities" shall mean the Securities; provided,
      however, that a Security shall cease to be a Registrable Security when (i)
      in the circumstances contemplated by Section 2(a), the Security has been
      exchanged for an Exchange Security in an Exchange Offer as contemplated in
      Section 2(a) (provided that any Exchange Security that, pursuant to the
      last two sentences of Section 2(a), is included in a prospectus for use in
      connection with resales by broker-dealers shall be deemed to be a
      Registrable Security with respect to Sections 5, 6 and 9 until resale of
      such Registrable Security has been effected within the period referred to
      in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b),
      a Shelf Registration Statement registering such Security under the
      Securities Act has been declared or becomes effective and such Security
      has been sold or otherwise transferred by the holder thereof pursuant to
      and in a manner contemplated by such effective Shelf Registration
      Statement; (iii) such Security is sold pursuant to Rule 144 under
      circumstances in which any legend borne by such Security relating to
      restrictions on transferability thereof, under the Securities Act or
      otherwise, is removed by the Company or pursuant to the Indenture; (iv)
      such Security is eligible to be sold pursuant to paragraph (k) of Rule
      144; or (v) such Security shall cease to be outstanding.

            "Registration Default" shall have the meaning assigned thereto in
      Section 2(c) hereof.

            "Registration Expenses" shall have the meaning assigned thereto in
      Section 4 hereof.

            "Resale Period" shall have the meaning assigned thereto in Section
      2(a) hereof.

            "Restricted Holder" shall mean (i) a holder that is an affiliate of
      the Company within the meaning of Rule 405, (ii) a holder who acquires
      Exchange Securities outside the ordinary course of such holder's business,
      (iii) a holder who has arrangements or understandings with any person to
      participate in the Exchange Offer for the purpose of distributing Exchange
      Securities and (iv) a holder that is a broker-dealer, but only with
      respect to Exchange Securities received by such broker-dealer pursuant to
      an Exchange Offer in exchange for Registrable Securities acquired by the
      broker-dealer directly from the Company.

            "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
      rule promulgated under the Securities Act (or any successor provision), as
      the same shall be amended from time to time.

            "Securities" shall mean, collectively, the 6.25% Senior Subordinated
      Notes due 2014 of the Company to be issued and sold to the Purchasers, and
      securities issued in exchange therefor or in lieu thereof pursuant to the
      Indenture. Each Security is entitled to the benefit of each subsidiary
      guaranty by each Subsidiary Guarantor provided for in the Indenture (the
      "Subsidiary Guaranties") and, unless the context otherwise requires, any
      reference herein to a "Security," an "Exchange Security" or a "Registrable
      Security" shall include a reference to the Subsidiary Guaranties.


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                                                   Registration Rights Agreement

            "Securities Act" shall mean the Securities Act of 1933, or any
      successor thereto, as the same shall be amended from time to time.

            "Shelf Registration" shall have the meaning assigned thereto in
      Section 2(b) hereof.

            "Shelf Registration Suspension" shall have the meaning assigned
      thereto in Section 3(i) hereof.

            "Shelf Registration Statement" shall have the meaning assigned
      thereto in Section 2(b) hereof.

            "Subsidiary Guarantor" shall mean each Subsidiary (as such term is
      defined in the Indenture) of the Company that executes the Indenture as a
      guarantor on the date of issue of the Securities and each other Subsidiary
      of the Company that thereafter guarantees the Securities pursuant to the
      terms of the Indenture, in each case unless and until such Subsidiary is
      released from its obligations under its Subsidiary Guaranty pursuant to
      the terms of the Indenture. As of the issue date, the Subsidiary
      Guarantors are EAP Energy, Inc., EAP Energy Services, L.P., EAP Operating,
      Inc., EAP Properties, Inc., Encore Operating, L.P and Encore Louisiana
      Operating LLC.

            "Suspension Notice" shall have the meaning assigned thereto in
      Section 3(i) hereof.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
      any successor thereto, and the rules, regulations and forms promulgated
      thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Registration Rights Agreement, and the words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Registration Rights Agreement as
a whole and not to any particular Section or other subdivision.

            2.    Registration Under the Securities Act.

            (a)   Except as set forth in Section 2(b) below, the Company agrees
      to file under the Securities Act, no later than 90 days after the Closing
      Date, a registration statement relating to an offer to exchange (such
      registration statement, the "Exchange Offer Registration Statement", and
      such offer, the "Exchange Offer") any and all of the Securities for a like
      aggregate principal amount of debt securities issued by the Company and
      guaranteed by the Subsidiary Guarantors, which debt securities and
      subsidiary guaranties are substantially identical to the Securities (and
      are entitled to the benefits of a trust indenture which is substantially
      identical to the Indenture or is the Indenture and which has been
      qualified under the Trust Indenture Act), except that they have been
      registered pursuant to an effective registration statement under the
      Securities Act and do not contain provisions for the additional interest
      contemplated in Section 2(c) below (such new debt securities hereinafter
      called "Exchange Securities"). The Company agrees to use its reasonable
      best efforts to cause the Exchange Offer Registration Statement to become
      effective under the Securities Act no later than 180 days after the
      Closing Date. The Exchange Offer will be registered under the Securities
      Act on the appropriate form and will comply with all applicable tender
      offer rules and regulations under the Exchange Act. The Company further
      agrees to use its reasonable best efforts to commence and complete the
      Exchange Offer as soon as practicable after such registration statement
      has become effective, hold the

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                                                   Registration Rights Agreement

      Exchange Offer open for at least 30 days and exchange the Exchange
      Securities for all Registrable Securities that may legally be exchanged in
      the Exchange Offer and that have been properly tendered and not withdrawn
      on or prior to the expiration of the Exchange Offer.  The Exchange Offer
      will be deemed to have been "completed" only if the debt securities and
      subsidiary guaranties received by holders other than Restricted Holders in
      the Exchange Offer for Registrable Securities are, upon receipt,
      transferable by each such holder without restriction under the Securities
      Act (except for the requirement to deliver a prospectus included in the
      Exchange Offer Registration Statement applicable to resales by
      broker-dealers of Exchange Securities received by them pursuant to the
      Exchange Offer in exchange for Securities other than those acquired by
      such broker-dealers directly from the Company) and the Exchange Act and
      without material restrictions under the blue sky or securities laws of a
      substantial majority of the States of the United States of America. The
      Exchange Offer shall be deemed to have been completed upon the earlier to
      occur of (i) the Company having exchanged the Exchange Securities for all
      outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
      the Company having exchanged, pursuant to the Exchange Offer, Exchange
      Securities for all Registrable Securities that may legally be exchanged in
      the Exchange Offer and that have been properly tendered and not withdrawn
      before the expiration of the Exchange Offer, which shall be on a date that
      is at least 30 days following the commencement of the Exchange Offer. The
      Company agrees (x) (other than resales by broker-dealers of Exchange
      Securities received by them pursuant to the Exchange Offer in exchange for
      Securities acquired by them directly from the Company) to include in the
      Exchange Offer Registration Statement a prospectus for use in any resales
      by any holder of Exchange Securities that is a broker-dealer and (y) to
      keep such Exchange Offer Registration Statement effective, and to amend
      and supplement the prospectus contained therein as necessary, for a period
      (the "Resale Period") beginning when Exchange Securities are first issued
      in the Exchange Offer and ending upon the earlier of the expiration of the
      180th day after the Exchange Offer has been completed or such time as such
      broker-dealers no longer own any Registrable Securities (or for such
      longer period if extended pursuant to the terms of this Agreement). With
      respect to such Exchange Offer Registration Statement, such holders shall
      have the benefit of the rights of indemnification and contribution set
      forth in Sections 6(a), (c), (d) and (e) hereof. If, upon consummation of
      the Exchange Offer, any Purchaser holds Securities acquired as part of its
      initial distribution, the Company, simultaneously with the delivery of the
      Exchange Securities pursuant to the Exchange Offer, shall issue and
      deliver to such Purchaser, upon written request of such Purchaser, in
      exchange for the Securities held by such Purchaser, a like principal
      amount of debt securities of the Company issued under the Indenture and
      identical in all material respects to the Securities (the "Private
      Exchange Securities").

            (b)   Subject to Section 3(i), if (i) on or prior to the time the
      Exchange Offer is completed existing Commission interpretations are
      changed such that the debt securities or the Subsidiary Guaranties
      received by holders other than Restricted Holders in the Exchange Offer
      for Registrable Securities are not or would not be, upon receipt,
      transferable by each such holder without restriction under the Securities
      Act (except for the requirement to deliver a prospectus included in the
      Exchange Offer Registration Statement applicable to resales by
      broker-dealers of Exchange Securities received by them pursuant to the
      Exchange Offer in exchange for Securities other than those acquired by
      such broker-dealers directly from the Company), (ii) the Exchange Offer
      has not been completed within 220 days following the Closing Date, (iii)
      any Purchaser so requests with respect to the Securities not eligible to
      be exchanged for Exchange Securities in the Exchange Offer and held by it
      following consummation of the Exchange Offer or (iv) the Exchange Offer is
      not available to any holder of the Securities (other than a broker-dealer
      participating in the

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                                                   Registration Rights Agreement

      Exchange Offer), the Company shall, in lieu of (or, in the case of clause
      (iii) or (iv), in addition to) conducting the Exchange Offer contemplated
      by Section 2(a), file under the Securities Act no later than the later of
      75 days after the time such obligation to file arises, a "shelf"
      registration statement providing for the registration of, and the sale on
      a continuous or delayed basis by the holders of, all of the Registrable
      Securities, pursuant to Rule 415 or any similar rule that may be adopted
      by the Commission (such filing, the "Shelf Registration" and such
      registration statement, the "Shelf Registration Statement"). The Company
      agrees to use its reasonable best efforts (x) to cause the Shelf
      Registration Statement to become or be declared effective (a) in the case
      of clause (i) above, no later than 180 days after the Closing Date, and
      (b) in the case of clause (ii), (iii) or (iv) above, no later than 75 days
      after the date such Shelf Registration Statement is filed; and, subject to
      Section 3(i), to keep such Shelf Registration Statement continuously
      effective for a period ending on the earlier of the second anniversary of
      the Effective Time (or for such longer period if extended pursuant to the
      terms of this Agreement) or such time as there are no longer any
      Registrable Securities outstanding; provided, however, that no holder
      shall be entitled to be named as a selling securityholder in the Shelf
      Registration Statement or to use the prospectus forming a part thereof for
      resales of Registrable Securities unless such holder agrees in writing to
      be bound by all of the provisions of this Agreement and such holder is an
      Electing Holder, and (y) after the Effective Time of the Shelf
      Registration Statement, promptly upon the request of any holder of
      Registrable Securities that is not then an Electing Holder, to take any
      action reasonably necessary to enable such holder to use the prospectus
      forming a part thereof for resales of Registrable Securities, including,
      without limitation, any action necessary to identify such holder as a
      selling securityholder in the Shelf Registration Statement; provided,
      however, that nothing in this Clause (y) shall relieve any such holder of
      the obligation to return a completed and signed Notice and Questionnaire
      to the Company in accordance with Section 3(d)(iii) hereof. The Company
      further agrees to supplement or make amendments to the Shelf Registration
      Statement, as and when required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Shelf
      Registration Statement or by the Securities Act or rules and regulations
      thereunder for shelf registration, and the Company agrees to furnish to
      each Electing Holder copies of any such supplement or amendment prior to
      its being used or promptly following its filing with the Commission.

            (c)   In the event that (i) the Company has not filed the Exchange
      Offer Registration Statement or Shelf Registration Statement on or before
      the date on which such registration statement is required to be filed
      pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
      Offer Registration Statement or Shelf Registration Statement has not
      become effective or been declared effective by the Commission on or before
      the date on which such registration statement is required to become or be
      declared effective pursuant to Section 2(a) or 2(b), respectively, or
      (iii) the Exchange Offer has not been completed on or before the 40th day
      after the initial effective date of the Exchange Offer Registration
      Statement relating to the Exchange Offer (if the Exchange Offer is then
      required to be made) or (iv) any Shelf Registration Suspension exceeds the
      number of days permitted for such suspension under Section 3(i), or (v)
      any Exchange Offer Registration Statement or Shelf Registration Statement
      required by Section 2(a) or 2(b) hereof is filed and declared effective
      but shall thereafter either be withdrawn by the Company or shall become
      subject to an effective stop order issued pursuant to Section 8(d) of the
      Securities Act suspending the effectiveness of such registration statement
      (except as specifically permitted herein) without being succeeded as
      promptly as practicable by an additional registration statement filed and
      declared effective (each such event referred to in clauses (i) through
      (v), a "Registration Default" and each period during which a Registration
      Default has occurred and is

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                                                   Registration Rights Agreement

      continuing, a "Registration Default Period"), then, as liquidated damages
      for such Registration Default, subject to the provisions of Section 9(b),
      additional interest ("Additional Interest"), in addition to the Base
      Interest, shall accrue at a per annum rate of 0.25% for the first 90 days
      of the Registration Default Period, at a per annum rate of 0.50% for the
      second 90 days of the Registration Default Period, at a per annum rate of
      0.75% for the third 90 days of the Registration Default Period and at a
      per annum rate of 1.0% thereafter for the remaining portion of the
      Registration Default Period.

            (d)   The Company shall take, and shall cause the Subsidiary
      Guarantors to take, all actions reasonably necessary or advisable to be
      taken by it to ensure that the transactions contemplated herein are
      effected as so contemplated.

            (e)   Any reference herein to a registration statement as of any
      time shall be deemed to include any document incorporated, or deemed to be
      incorporated, therein by reference as of such time and any reference
      herein to any post-effective amendment to a registration statement as of
      any time shall be deemed to include any document incorporated, or deemed
      to be incorporated, therein by reference as of such time.

            3.    Registration Procedures.

                If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

            (a)   At or before the Effective Time of the Exchange Offer or the
      Shelf Registration, as the case may be, the Company shall qualify the
      Indenture under the Trust Indenture Act of 1939.

            (b)   In the event that such qualification would require the
      appointment of a new trustee under the Indenture, the Company shall
      appoint a new trustee thereunder pursuant to the applicable provisions of
      the Indenture.

            (c)   In connection with the Company's obligations with respect to
      the registration of Exchange Securities as contemplated by Section 2(a)
      (the "Exchange Registration"), if applicable, the Company shall:

                        (i)   prepare and file with the Commission no later than
                  90 days after the Closing Date, an Exchange Offer Registration
                  Statement on any form which may be utilized by the Company and
                  which shall permit the Exchange Offer and resales of Exchange
                  Securities by broker-dealers during the Resale Period to be
                  effected as contemplated by Section 2(a), and use its
                  reasonable best efforts to cause such Exchange Offer
                  Registration Statement to become effective no later than 180
                  days after the Closing Date;

                        (ii)  as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Exchange
                  Offer Registration Statement and the prospectus included
                  therein as may be necessary to effect and maintain the
                  effectiveness of such Exchange Offer Registration Statement
                  for the periods and purposes contemplated in Section 2(a)
                  hereof and as may be required by the applicable rules and
                  regulations of the Commission and the instructions applicable
                  to the form of such Exchange Offer Registration Statement, and
                  promptly provide each broker-dealer holding Exchange
                  Securities with such number of copies of the prospectus
                  included therein (as then amended or supplemented), in
                  conformity in all

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                                                   Registration Rights Agreement

                  material respects with the requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder, as such broker-dealer reasonably
                  may request prior to the expiration of the Resale Period, for
                  use in connection with resales of Exchange Securities;

                        (iii) furnish to each Purchaser, prior to the filing
                  thereof with the Commission, a copy of the Exchange Offer
                  Registration Statement and each amendment and each supplement,
                  if any, and, in the event a Purchaser is participating in the
                  Exchange Offer, the Company shall use its reasonable best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as such Purchaser may reasonably
                  request in writing to the Company or its counsel, and, if
                  requested by a Purchaser in writing to the Company or its
                  counsel, include the information required by Items 507 and 508
                  of Regulation S-K under the Securities Act, as applicable, and
                  such other items as may be required by the Securities Act;

                        (iv)  promptly notify each Purchaser, each holder and
                  each broker-dealer that has requested copies of the prospectus
                  included in such registration statement and notified the
                  Company in writing that it will be a broker-dealer
                  participating in the Exchange Offer, and confirm such notice
                  in writing, (A) when such Exchange Offer Registration
                  Statement or the prospectus included therein or any prospectus
                  amendment or supplement or post-effective amendment has been
                  filed, and, with respect to such Exchange Offer Registration
                  Statement or any post-effective amendment, when the same has
                  become effective, (B) of any comments made to the Company or
                  its counsel by the Commission and by the blue sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request made to the Company or its counsel by
                  the Commission for amendments or supplements to such Exchange
                  Offer Registration Statement or prospectus or for additional
                  information, (C) of the issuance by the Commission of any stop
                  order suspending the effectiveness of such Exchange Offer
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the Company
                  becomes aware that the representations and warranties of the
                  Company contemplated by Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company or
                  its legal counsel of any notification with respect to the
                  suspension of the qualification of the Exchange Securities for
                  sale in any jurisdiction or the initiation or threatening of
                  any proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Offer
                  Registration Statement, prospectus, prospectus amendment or
                  supplement or post-effective amendment does not conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder or contains an untrue
                  statement of a material fact or omits to state any material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;

                        (v)   in the event that the Company would be required,
                  pursuant to Section 3(c)(iv)(F) above, to notify any
                  Purchaser, holder or broker-dealers holding Exchange
                  Securities, without unreasonable delay prepare and furnish to
                  each such holder a reasonable number of copies of a prospectus
                  supplemented or amended so that, as thereafter delivered to
                  purchasers of such Exchange Securities during the Resale
                  Period, such prospectus shall conform in all material respects
                  to the applicable requirements of the Securities Act and the
                  Trust Indenture Act and the

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                                                   Registration Rights Agreement

                  rules and regulations of the Commission thereunder and shall
                  not contain an untrue statement of a material fact or omit to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing; and in the event the
                  Purchaser, the holder or the broker dealer must suspend the
                  use of such prospectus, the period of effectiveness of the
                  Exchange Offer Registration Statement provided for in 2(a)
                  shall each be extended by the number of days from and
                  including the date of giving of such notice to and including
                  the date the holders of the Securities shall have received
                  such amended or supplemented prospectus;

                        (vi)  deliver to each Purchaser, each broker-dealer
                  participating in such Exchange Offer and any other holder who
                  so requests and any other persons required to deliver a
                  prospectus following the Registered Exchange Offer, without
                  charge, at least one copy of the Exchange Offer Registration
                  Statement and any post-effective amendments thereto, including
                  financial statements and, if requested, all exhibits thereto,
                  and as many copies of the final prospectus included in the
                  Exchange Offer Registration Statement and any amendment or
                  supplement thereto as such persons may reasonably request;

                        (vii)use its reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  Exchange Offer Registration Statement or any post-effective
                  amendment thereto at the earliest practicable date;

                        (viii) use its reasonable best efforts to (A) register
                  or qualify the Exchange Securities under the securities laws
                  or blue sky laws of such jurisdictions as are contemplated by
                  Section 2(a) no later than the commencement of the Exchange
                  Offer, (B) keep such registrations or qualifications in effect
                  and comply with such laws so as to permit the continuance of
                  offers, sales and dealings therein in such jurisdictions until
                  the expiration of the Resale Period and (C) take any and all
                  other actions as may be reasonably necessary or advisable to
                  enable each broker-dealer holding Exchange Securities to
                  consummate the disposition thereof in such jurisdictions;
                  provided, however, that neither the Company nor any Subsidiary
                  Guarantor shall be required for any such purpose to (1)
                  qualify as a foreign corporation in any jurisdiction wherein
                  it would not otherwise be required to qualify but for the
                  requirements of this Section 3(c)(viii), (2) consent to
                  general service of process in any such jurisdiction or (3)
                  make any changes to its certificate of incorporation or
                  by-laws or any agreement between it and its stockholders,
                  partners or members, as the case may be;

                        (ix)  use its reasonable best efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Exchange Registration, the Exchange Offer and the
                  offering and sale of Exchange Securities by broker-dealers
                  during the Resale Period;

                        (x)   provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time;

                        (xi)  permit holders to withdraw tendered securities at
                  any time prior to the close of business, New York time, on the
                  last business day on which the Registered Exchange Offer shall
                  remain open; and


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                                                   Registration Rights Agreement

                        (xii) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders (or otherwise provide in accordance with
                  Section 11(a) of the Securities Act) as soon as practicable
                  but no later than 45 days after the end of a 12-month period
                  (or 90 days if such period is a fiscal year) beginning with
                  the first month of the Company's fiscal quarter commencing
                  after the effective date of the Registration Statement, an
                  earning statement of the Company covering such 12-month period
                  and complying with Section 11(a) of the Securities Act
                  (including, at the option of the Company, Rule 158
                  thereunder).


            (d)   In connection with the Company's obligations with respect to
      the Shelf Registration, if applicable, the Company shall, subject to
      Section 3(i):

                        (i)   prepare and file with the Commission within the
                  time periods specified in Section 2(b), a Shelf Registration
                  Statement on any form which may be utilized by the Company and
                  which shall register all of the Registrable Securities for
                  resale by the holders thereof in accordance with such method
                  or methods of disposition as may be specified by such of the
                  holders as, from time to time, may be Electing Holders and use
                  its reasonable best efforts to cause such Shelf Registration
                  Statement to become effective within the time periods
                  specified in Section 2(b);

                        (ii)  not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Registrable Securities shall
                  have at least 28 calendar days from the date on which the
                  Notice and Questionnaire is first mailed to such holders to
                  return a completed and signed Notice and Questionnaire to the
                  Company;

                        (iii)furnish to each Purchaser and any other holder who
                  so requests in writing, prior to the filing thereof with the
                  Commission, a copy of the Shelf Registration Statement and
                  each amendment and each supplement, if any, and, in the event
                  a Purchaser is participating in the Shelf Registration Offer,
                  the Company shall use its reasonable best efforts to reflect
                  in each such document, when so filed with the Commission, such
                  comments as such Purchaser may reasonably request in writing
                  to the Company or its counsel;

                        (iv)  after the Effective Time of the Shelf Registration
                  Statement, upon the request of any holder of Registrable
                  Securities that is not then an Electing Holder, promptly send
                  a Notice and Questionnaire to such holder; provided that the
                  Company shall not be required to take any action to name such
                  holder as a selling securityholder in the Shelf Registration
                  Statement or to enable such holder to use the prospectus
                  forming a part thereof for resales of Registrable Securities
                  until such holder has returned a completed and signed Notice
                  and Questionnaire to the Company;

                        (v)   as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the

                                       10
<PAGE>
                                                   Registration Rights Agreement

                  effectiveness of such Shelf Registration Statement for the
                  period specified in Section 2(b) hereof and as may be required
                  by the applicable rules and regulations of the Commission and
                  the instructions applicable to the form of such Shelf
                  Registration Statement, and furnish to the Electing Holders
                  copies of any such supplement or amendment simultaneously with
                  or prior to its being used or filed with the Commission;

                        (vi) comply with the provisions of the Securities Act
                  with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                        (vii) provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Registration
                  Rights Agreement, shall include a person deemed to be an
                  underwriter within the meaning of Section 2(a)(11) of the
                  Securities Act), if any, thereof, (C) any sales or placement
                  agent therefor, (D) not more than one counsel for any such
                  underwriter or agent and (E) not more than one counsel for all
                  the Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                        (viii) for a reasonable period prior to the filing of
                  such Shelf Registration Statement, and throughout the period
                  specified in Section 2(b), make available at reasonable times
                  at the Company's principal place of business or such other
                  reasonable place for inspection by the persons referred to in
                  Section 3(d)(vii) who shall certify to the Company that they
                  have a current intention to sell the Registrable Securities
                  pursuant to the Shelf Registration such financial and other
                  information and books and records of the Company, and cause
                  the officers, employees, counsel and independent certified
                  public accountants of the Company to respond to such
                  inquiries, as shall be reasonably necessary, in the judgment
                  of the respective counsel referred to in such Section, to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act; provided, however, that each
                  such party shall be required to maintain in confidence and not
                  to disclose to any other person any information or records
                  reasonably designated by the Company as being confidential,
                  until such time as (A) such information becomes a matter of
                  public record (whether by virtue of its inclusion in such
                  registration statement or otherwise, but not because of
                  disclosure, unauthorized by the Company or its
                  representatives, by such person or its representatives), or
                  (B) such person shall be required so to disclose such
                  information pursuant to a subpoena or order of any court or
                  other governmental agency or body having jurisdiction over the
                  matter (subject to the requirements of such order, and only
                  after such person shall have given the Company prompt prior
                  written notice of such requirement), or (C) such information
                  is required to be set forth in such Shelf Registration
                  Statement or the prospectus included therein or in an
                  amendment to such Shelf Registration Statement or an amendment
                  or supplement to such prospectus in order that such Shelf
                  Registration Statement, prospectus, amendment or supplement,
                  as the case may be, complies with applicable requirements of
                  the federal securities laws and the rules and regulations of
                  the Commission and does not contain an untrue statement of a
                  material fact or omit to state therein a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading in light of the
                  circumstances then existing;


                                       11
<PAGE>

                                                   Registration Rights Agreement

                        (ix)  promptly notify each of the Electing Holders, any
                  sales or placement agent therefor and any underwriter thereof
                  (which notification may be made through any managing
                  underwriter that is a representative of such underwriter for
                  such purpose) and confirm such advice in writing, (A) when
                  such Shelf Registration Statement or the prospectus included
                  therein or any prospectus amendment or supplement or
                  post-effective amendment has been filed, and, with respect to
                  such Shelf Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of any
                  comments made to the Company or its counsel by the Commission
                  and by the blue sky or securities commissioner or regulator of
                  any state with respect thereto or any request made to the
                  Company or its counsel by the Commission for amendments or
                  supplements to such Shelf Registration Statement or prospectus
                  or for additional information, (C) of the issuance by the
                  Commission of any stop order suspending the effectiveness of
                  such Shelf Registration Statement or the initiation or
                  threatening of any proceedings for that purpose, (D) if at any
                  time the Company becomes aware that the representations and
                  warranties of the Company contemplated by Section 3(d)(xviii)
                  or Section 5 cease to be true and correct in all material
                  respects, (E) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Registrable Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) if at any time when a
                  prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement or post-effective amendment
                  does not conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                        (x)   use its reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  registration statement or any post-effective amendment thereto
                  at the earliest practicable date;

                        (xi)  if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder reasonably specifies should be included
                  therein relating to the terms of the sale of such Registrable
                  Securities, including information with respect to the
                  principal amount of Registrable Securities being sold by such
                  Electing Holder or agent or to any underwriters, the name and
                  description of such Electing Holder, agent or underwriter, the
                  offering price of such Registrable Securities and any
                  discount, commission or other compensation payable in respect
                  thereof, the purchase price being paid therefor by such
                  underwriters and with respect to any other terms of the
                  offering of the Registrable Securities to be sold by such
                  Electing Holder or agent or to such underwriters; and make all
                  required filings of such prospectus supplement or
                  post-effective amendment promptly after notification of the
                  matters to be incorporated in such prospectus supplement or
                  post-effective amendment;

                        (xii) furnish to each Electing Holder, each placement or
                  sales agent, if any, therefor, each underwriter, if any,
                  thereof and the respective counsel referred to in

                                       12
<PAGE>

                                                   Registration Rights Agreement

                  Section 3(d)(vii) an executed copy (or, in the case of an
                  Electing Holder, a conformed copy) of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Registrable Securities, upon request) and
                  documents incorporated by reference therein) and such number
                  of copies of such Shelf Registration Statement (excluding
                  exhibits thereto and documents incorporated by reference
                  therein unless specifically so requested by such Electing
                  Holder, agent or underwriter, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary and summary prospectus)
                  and any amendment or supplement thereto by each such Electing
                  Holder and by any such agent and underwriter, in each case in
                  the form most recently provided to such person by the Company,
                  in connection with the offering and sale of the Registrable
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;

                        (xiii) use its reasonable best efforts to (A) register
                  or qualify the Registrable Securities to be included in such
                  Shelf Registration Statement under such securities laws or
                  blue sky laws of such jurisdictions as any Electing Holder and
                  each placement or sales agent, if any, therefor and
                  underwriter, if any, thereof shall reasonably request, (B)
                  keep such registrations or qualifications in effect and comply
                  with such laws so as to permit the continuance of offers,
                  sales and dealings therein in such jurisdictions during the
                  period the Shelf Registration is required to remain effective
                  under Section 2(b) above and for so long as may be necessary
                  to enable any such Electing Holder, agent or underwriter to
                  complete its distribution of Securities pursuant to such Shelf
                  Registration Statement (so long as such distribution is
                  commenced during the period during which the Shelf
                  Registration Statement is required to remain effective
                  pursuant to Section 2(b)) and (C) take any and all other
                  actions as may be reasonably necessary or advisable to enable
                  each such Electing Holder, agent, if any, and underwriter, if
                  any, to consummate the disposition in such jurisdictions of
                  such Registrable Securities; provided, however, that neither
                  the Company nor any Subsidiary Guarantor shall be required for
                  any such purpose to (1) qualify as a foreign corporation in
                  any jurisdiction wherein it would not otherwise be required to
                  qualify but for the requirements of this Section 3(d)(xiii),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders, partners or members, as the case may be;

                        (xiv)use its reasonable best efforts to obtain the
                  consent or approval of each governmental agency or authority,
                  whether federal, state or local, which may be required to
                  effect the Shelf Registration or the offering or sale in
                  connection therewith or to enable the selling holder or
                  holders to offer, or to consummate the disposition of, their
                  Registrable Securities;


                                       13
<PAGE>
                                                   Registration Rights Agreement

                        (xv)  unless any Registrable Securities shall be in
                  book-entry only form, cooperate with the Electing Holders and
                  the managing underwriters, if any, to facilitate the timely
                  preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                        (xvi) provide a CUSIP number for all Registrable
                  Securities, not later than the applicable Effective Time;

                        (xvii) enter into one or more underwriting agreements,
                  engagement letters, agency agreements, "best efforts"
                  underwriting agreements or similar agreements, as appropriate,
                  including customary provisions relating to indemnification and
                  contribution, and take such other actions in connection
                  therewith as any Electing Holders aggregating at least 20% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding shall request and as are customarily
                  taken in order to expedite or facilitate the disposition of
                  such Registrable Securities;

                        (xviii) whether or not an agreement of the type referred
                  to in Section 3(d)(xvii) hereof is entered into and whether or
                  not any portion of the offering contemplated by the Shelf
                  Registration is an underwritten offering or is made through a
                  placement or sales agent or any other entity, (A) make such
                  representations and warranties to the Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof in form, substance and scope as
                  are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or as any Electing Holders of at least
                  20% in aggregate principal amount of the Registrable
                  Securities at the time outstanding may reasonably request,
                  addressed to such Electing Holder or Electing Holders and the
                  placement or sales agent, if any, therefor and the
                  underwriters, if any, thereof and dated the effective date of
                  such Shelf Registration Statement (and if such Shelf
                  Registration Statement contemplates an underwritten offering
                  of a part or all of the Registrable Securities, dated the date
                  of the closing under the underwriting agreement relating
                  thereto) (it being agreed that the matters to be covered by
                  such opinion shall include the due incorporation and good
                  standing of the Company and its subsidiaries; the due
                  authorization, execution and delivery of the relevant
                  agreement of the type referred to in Section 3(d)(xvii)
                  hereof; the due authorization, execution and issuance, and the
                  validity and enforceability, of the Securities; the absence of
                  material legal or governmental proceedings involving the
                  Company; the absence of a breach by the Company or any of its
                  subsidiaries of, or a default under, material agreements
                  binding upon the Company or any subsidiary of the Company; the
                  absence of certain governmental approvals required to be
                  obtained in connection with the Shelf Registration, the
                  offering and sale of the Registrable Securities, this
                  Registration Rights Agreement or any agreement of the type
                  referred to in Section 3(d)(xvii) hereof, except such
                  approvals as may be required under state securities or

                                       14
<PAGE>

                                                   Registration Rights Agreement

                  blue sky laws; the material compliance as to form of such
                  Shelf Registration Statement and any documents incorporated by
                  reference therein and of the Indenture with the requirements
                  of the Securities Act and the Trust Indenture Act and the
                  rules and regulations of the Commission thereunder,
                  respectively; and, a statement that as of the date of the
                  opinion and of the Shelf Registration Statement or most recent
                  post-effective amendment thereto, as the case may be, no facts
                  have come to the attention of such counsel that would lead
                  such counsel to believe that such Shelf Registration Statement
                  and the prospectus included therein, as then amended or
                  supplemented, and the documents incorporated by reference
                  therein (in each case other than the financial statements or
                  schedules, including the notes thereto and auditors' reports
                  thereon, oil and natural gas reserve evaluations and related
                  calculations and other information of a financial or reserve
                  nature (including production data)) contained an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company addressed to the
                  selling Electing Holders, the placement or sales agent, if
                  any, therefor or the underwriters, if any, thereof, dated (i)
                  the effective date of such Shelf Registration Statement and
                  (ii) the effective date of any prospectus supplement to the
                  prospectus included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus (and, if such Shelf
                  Registration Statement contemplates an underwritten offering
                  pursuant to any prospectus supplement to the prospectus
                  included in such Shelf Registration Statement or
                  post-effective amendment to such Shelf Registration Statement
                  which includes unaudited or audited financial statements as of
                  a date or for a period subsequent to that of the latest such
                  statements included in such prospectus, dated the date of the
                  closing under the underwriting agreement relating thereto),
                  such letter or letters to be in customary form and covering
                  such matters of the type customarily covered by letters of
                  such type; (D) deliver such documents and certificates,
                  including officers' certificates, as may be reasonably
                  requested by any Electing Holders of at least 20% in aggregate
                  principal amount of the Registrable Securities at the time
                  outstanding or the placement or sales agent, if any, therefor
                  and the managing underwriters, if any, thereof to evidence the
                  accuracy of the representations and warranties made pursuant
                  to clause (A) above or those contained in Section 5(a) hereof
                  and the compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Subsidiary
                  Guarantor; and (E) undertake such obligations relating to
                  expense reimbursement, indemnification and contribution as are
                  provided in Section 6 hereof;

                        (xix)notify in writing each holder of Registrable
                  Securities affected thereby of any proposal by the Company to
                  amend or waive any provision of this Registration Rights
                  Agreement pursuant to Section 9(h) hereof and of any amendment
                  or waiver effected pursuant thereto, each of which notices
                  shall contain the text of the amendment or waiver proposed or
                  effected, as the case may be;

                        (xx)  in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Registrable
                  Securities or participate as a member of an underwriting

                                       15
<PAGE>
                                                   Registration Rights Agreement

                  syndicate or selling group or "assist in the distribution"
                  (within the meaning of the Conduct Rules (the "Conduct Rules)
                  of the National Association of Securities Dealers, Inc.
                  ("NASD") or any successor thereto, as amended from time to
                  time) thereof, whether as a holder of such Registrable
                  Securities or as an underwriter, a placement or sales agent or
                  a broker or dealer in respect thereof, or otherwise, assist
                  such broker-dealer in complying with the requirements of such
                  Conduct Rules, including by (A) if such Conduct Rules shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Conduct Rules) to participate in the
                  preparation of the Shelf Registration Statement relating to
                  such Registrable Securities, to exercise usual standards of
                  due diligence in respect thereto and, if any portion of the
                  offering contemplated by such Shelf Registration Statement is
                  an underwritten offering or is made through a placement or
                  sales agent, to recommend the yield of such Registrable
                  Securities, (B) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof, and (C) providing
                  such information to such broker-dealer as may be required in
                  order for such broker-dealer to comply with the requirements
                  of the Conduct Rules;

                        (xxi)permit holders to withdraw tendered securities at
                  any time prior to the close of business, New York time, on the
                  last business day on which the Registered Exchange Offer shall
                  remain open; and

                        (xxii) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but in any event not
                  later than eighteen months after the effective date of such
                  Shelf Registration Statement, an earning statement of the
                  Company complying with Section 11(a) of the Securities Act
                  (including, at the option of the Company, Rule 158
                  thereunder).

            (e)   Subject to Section 3(i), in the event that the Company would
      be required, pursuant to Section 3(d)(ix)(F) above, to notify the Electing
      Holders, the placement or sales agent, if any, therefor and the managing
      underwriters, if any, thereof, the Company shall without unreasonable
      delay prepare and furnish to each of the Electing Holders, to each
      placement or sales agent, if any, and to each such underwriter, if any, a
      reasonable number of copies of a prospectus supplemented or amended so
      that, as thereafter delivered to purchasers of Registrable Securities,
      such prospectus shall conform in all material respects to the applicable
      requirements of the Securities Act and the Trust Indenture Act and the
      rules and regulations of the Commission thereunder and shall not contain
      an untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing. Each Electing
      Holder agrees that upon receipt of any notice from the Company pursuant to
      Section 3(d)(ix)(F) hereof, such Electing Holder shall forthwith
      discontinue the disposition of Registrable Securities pursuant to the
      Shelf Registration Statement applicable to such Registrable Securities
      until such Electing Holder shall have received copies of such amended or
      supplemented prospectus, and if so directed by the Company, such Electing
      Holder shall deliver to the Company (at the Company's expense) all copies,
      other than permanent file copies, then in such Electing Holder's
      possession of the prospectus covering such Registrable Securities at the
      time of receipt of such notice and, the period of effectiveness of the
      Shelf Registration Statement provided for in 2(b) shall each be extended
      by the number of days from and including the date of giving of such notice
      to and

                                       16
<PAGE>

                                                   Registration Rights Agreement

      including the date the holders of the Securities shall have received such
      amended or supplemented prospectus.

            (f)   In the event of a Shelf Registration, in addition to the
      information required to be provided by each Electing Holder in its Notice
      Questionnaire, the Company may require such Electing Holder to furnish to
      the Company such additional information regarding such Electing Holder and
      such Electing Holder's intended method of distribution of Registrable
      Securities as may be required in order to comply with the Securities Act.
      Each such Electing Holder agrees to notify the Company as promptly as
      practicable of any inaccuracy or change in information previously
      furnished by such Electing Holder to the Company or of the occurrence of
      any event in either case as a result of which any prospectus relating to
      such Shelf Registration contains or would contain an untrue statement of a
      material fact regarding such Electing Holder or such Electing Holder's
      intended method of disposition of such Registrable Securities or omits to
      state any material fact regarding such Electing Holder or such Electing
      Holder's intended method of disposition of such Registrable Securities
      required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing, and promptly
      to furnish to the Company any additional information required to correct
      and update any previously furnished information or required so that such
      prospectus shall not contain, with respect to such Electing Holder or the
      disposition of such Registrable Securities, an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing.

            (g)   As soon as practicable after the close of an Exchange Offer,
      the Company shall deliver to the Trustee for cancellation all Securities
      so accepted for exchange and cause the Trustee to authenticate and deliver
      promptly to each Holder of the Securities, Exchange Securities or Private
      Securities, as the case may be, equal in principal amount to the
      Securities of such holder so accepted for exchange.

            (h)   Until the expiration of two years after the Closing Date, the
      Company will not, and will not permit any of its "affiliates" (as defined
      in Rule 144) to, resell any of the Securities that have been reacquired by
      any of them except pursuant to an effective registration statement under
      the Securities Act.

            (i)   Notwithstanding anything in Section 2(b) or Section 3(d) or
      (e) to the contrary, if the Company determines in good faith that the
      filing of any supplement or amendment to a Shelf Registration Statement,
      including without limitation a supplement or amendment contemplated by
      Section 3(e) hereof, would require the disclosure of information that the
      Company has a bona fide business reason to preserve as confidential, or
      the disclosure of which would materially adversely affect the Company's
      ability to consummate a transaction (whether or not a final decision has
      been made to undertake such transaction), then upon written notice of such
      determination by the Company (a "Suspension Notice") to the Electing
      Holders, the obligation of the Company to supplement or amend the Shelf
      Registration Statement (including any action with respect thereto
      contemplated by Section 3(e)) will be suspended until the Company notifies
      the Electing Holders (a "Suspension Termination Notice") that the reasons
      for suspension of such obligations on the part of the Company no longer
      exist and the Company amends or supplements the Shelf Registration
      Statement as may be required (such suspension, a "Shelf Registration
      Suspension"); provided that the aggregate number of days (whether or not
      consecutive) during which the Company may delay the filing of any such
      supplement or amendment shall in no event exceed (i) 30 days during any
      period of 90 consecutive days or (ii) 90 days during any period of 12
      consecutive
                                       17
<PAGE>
                                                   Registration Rights Agreement

      months, and the suspension of the Company's obligation to supplement or
      amend the Shelf Registration Statement under the preceding sentence shall
      not result in any obligation of the Company to pay Additional Interest
      pursuant to Section 2(c). If the Company delivers a Suspension Notice in
      accordance with this Section 3(i), then the Electing Holders shall suspend
      use of the prospectus until the Company delivers a Suspension Termination
      Notice in accordance with this Section 3(i).

            (j)   As a condition to its participation in the Exchange Offer
      pursuant to the terms of this Exchange and Registration Rights Agreement,
      each holder of Registrable Securities shall furnish, upon the request of
      the Company, prior to the consummation thereof, written representations to
      the Company (which may be contained in the letter of transmittal
      contemplated by the Exchange Offer Registration Statement) in form and
      substance customary for exchange offers similar to the Exchange Offer,
      including without limitation representations to the effect that such
      holder (i) is not an affiliate of the Company or any Subsidiary Guarantor,
      (ii) is not engaged in, and does not intend to engage in, and has no
      arrangement or understanding with any person to participate in, a
      distribution of the Exchange Securities to be issued in the Exchange Offer
      and (iii) is acquiring the Exchange Securities in its ordinary course of
      business.

        4.  Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Registration Rights Agreement, including (a) all Commission and any NASD
registration, filing and review fees and expenses including reasonable fees and
disbursements of not more than one counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and blue sky laws referred to in
Section 3(d)(xiii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any reasonable fees and disbursements
of not more than one counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating
to the preparation, printing, production, distribution and reproduction of each
registration statement required to be filed hereunder, each prospectus included
therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, the expenses of preparing the Securities for
delivery and the expenses of printing or producing any underwriting agreements,
agreements among underwriters, selling agreements and blue sky or legal
investment memoranda and all other documents in connection with the offering,
sale or delivery of Securities to be disposed of (including certificates
representing the Securities), (d) messenger, telephone and delivery expenses
relating to the offering, sale or delivery of Securities and the preparation of
documents referred in clause (c) above, (e) fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses of the Company
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) reasonable fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xx) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing

                                       18
<PAGE>
                                                   Registration Rights Agreement

Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are reasonably incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

        5.  Representations and Warranties.

                  The Company and each Subsidiary Guarantor represents and
warrants to, and agrees with, each Purchaser and each of the holders from time
to time of Registrable Securities that:

            (a)   Each registration statement covering Registrable Securities
      and each prospectus (including any preliminary or summary prospectus)
      contained therein or furnished pursuant to Section 3(d) or Section 3(c)
      hereof and any further amendments or supplements to any such registration
      statement or prospectus, when it becomes effective or is filed with the
      Commission, as the case may be, and, in the case of an underwritten
      offering of Registrable Securities, at the time of the closing under the
      underwriting agreement relating thereto, will conform in all material
      respects to the requirements of the Securities Act and the Trust Indenture
      Act and the rules and regulations of the Commission thereunder and will
      not contain an untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary to make the
      statements therein not misleading; and at all times subsequent to the
      Effective Time when a prospectus would be required to be delivered under
      the Securities Act, other than from (i) such time as a notice has been
      given to holders of Registrable Securities pursuant to Section 3(d)(ix)(F)
      or Section 3(c)(iv)(F) hereof until (ii) such time as the Company
      furnishes an amended or supplemented prospectus pursuant to Section 3(e)
      or Section 3(c)(v) hereof, each such registration statement, and each
      prospectus (including any summary prospectus) contained therein or
      furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended
      or supplemented, will conform in all material respects to the requirements
      of the Securities Act and the Trust Indenture Act and the rules and
      regulations of the Commission thereunder and will not contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances then existing; provided,
      however, that this representation and warranty shall not apply to any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by a holder of Registrable
      Securities expressly for use therein.

            (b)   Any documents incorporated by reference in any prospectus
      referred to in Section 5(a) hereof, when they become or became effective
      or are or were filed with the Commission, as the case may be, will conform
      or conformed in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and none of such
      documents will contain or contained an untrue statement of a material fact
      or will omit or omitted to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading;
      provided, however, that this representation and warranty


                                       19
<PAGE>
                                                   Registration Rights Agreement

      shall not apply to any statements or omissions made in reliance upon and
      in conformity with information furnished in writing to the Company by a
      holder of Registrable Securities expressly for use therein.

            (c)   The compliance by the Company with all of the provisions of
      this Registration Rights Agreement and the consummation of the
      transactions herein contemplated will not conflict with or result in a
      breach of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument to which the Company or any subsidiary of the
      Company is a party or by which the Company or any subsidiary of the
      Company is bound or to which any of the property or assets of the Company
      or any subsidiary of the Company is subject, nor will such action result
      in any violation of the provisions of the certificate of incorporation, as
      amended, or the by-laws of the Company or any Subsidiary Guarantor or any
      statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over the Company or any subsidiary of
      the Company or any of their properties except, in each case other than
      with respect to such certificate of incorporation or by-laws, for any such
      conflict, breach, violation or default that would not, individually or in
      the aggregate, have a material adverse effect on the condition (financial
      or other), business, properties, earnings, assets, stockholders' equity,
      prospects or results of operations of the Company and its subsidiaries
      taken as a whole; and no consent, approval, authorization, order,
      registration or qualification of or with any such court or governmental
      agency or body is required for the consummation by the Company and the
      Subsidiary Guarantors of the transactions contemplated by this
      Registration Rights Agreement, except the registration under the
      Securities Act of the Securities, qualification of the Indenture under the
      Trust Indenture Act and such consents, approvals, authorizations,
      registrations or qualifications as may be required under State securities
      or blue sky laws in connection with the offering and distribution of the
      Securities.

            (d)   This Registration Rights Agreement has been duly authorized,
      executed and delivered by the Company and each Subsidiary Guarantor.

            6.    Indemnification.

            (a)   Indemnification by the Company and the Subsidiary Guarantors.
      The Company and each Subsidiary Guarantor, jointly and severally, will
      indemnify and hold harmless each of the holders of Registrable Securities
      included in an Exchange Offer Registration Statement, each of the Electing
      Holders of Registrable Securities included in a Shelf Registration
      Statement and each person who participates as a placement or sales agent
      or as an underwriter in any offering or sale of such Registrable
      Securities against any losses, claims, damages or liabilities, joint or
      several, to which such holder, agent or underwriter may become subject
      under the Securities Act or otherwise, insofar as such losses, claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based upon an untrue statement or alleged untrue statement of a material
      fact contained in any Exchange Offer Registration Statement or Shelf
      Registration Statement, as the case may be, under which such Registrable
      Securities were registered under the Securities Act, or any preliminary,
      final or summary prospectus contained therein or furnished by the Company
      to any such holder, Electing Holder, agent or underwriter, or any
      amendment or supplement thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, and will reimburse such holder, such Electing Holder, such
      agent and such underwriter for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such
      action or claim as such expenses are incurred;

                                       20
<PAGE>

                                                   Registration Rights Agreement

      provided, however, that neither the Company nor any Subsidiary Guarantor
      shall be liable to any such person in any such case to the extent that any
      such loss, claim, damage or liability arises out of or is based upon an
      untrue statement or alleged untrue statement or omission or alleged
      omission made in such registration statement, or preliminary, final or
      summary prospectus, or amendment or supplement thereto, in reliance upon
      and in conformity with written information furnished to the Company by
      such person expressly for use therein; provided, further, that neither the
      Company nor any Subsidiary Guarantor shall be liable for any losses,
      claims, damages or liabilities, joint or several, arising out of an offer
      or sale of Registrable Securities (i) during any Shelf Registration
      Suspension in accordance with Section 3(i) hereof during the permitted
      time periods provided for therein; provided the Company provides the
      Suspension Notice, or (ii) under the circumstances described in Section
      3(c)(iv) hereof, during the period following any notification in writing
      of Purchasers, holders and broker-dealers referred to therein, provided
      such period is not unreasonably long.

            (b)   Indemnification by the Holders and any Agents and
      Underwriters. The Company may require, as a condition to including any
      Registrable Securities in any registration statement filed pursuant to
      Section 2(b) hereof and to entering into any underwriting agreement with
      respect thereto, that the Company shall have received an undertaking
      reasonably satisfactory to it from the Electing Holder of such Registrable
      Securities and from each underwriter named in any such underwriting
      agreement, severally and not jointly, to (i) indemnify and hold harmless
      the Company and each Subsidiary Guarantor, and all other holders of
      Registrable Securities, against any losses, claims, damages or liabilities
      to which the Company, the Subsidiary Guarantors or such other holders of
      Registrable Securities may become subject, joint or several, under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      an untrue statement or alleged untrue statement of a material fact
      contained in such registration statement, or any preliminary, final or
      summary prospectus contained therein or furnished by the Company to any
      such Electing Holder, agent or underwriter, or any amendment or supplement
      thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, in each case to
      the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance upon
      and in conformity with written information furnished to the Company by
      such Electing Holder or underwriter expressly for use therein, and (ii)
      reimburse the Company and the Subsidiary Guarantors for any legal or other
      expenses reasonably incurred by the Company and the Subsidiary Guarantors
      in connection with investigating or defending any such action or claim as
      such expenses are incurred; provided, however, that no such Electing
      Holder shall be required to undertake liability to any person under this
      Section 6(b) for any amounts in excess of the dollar amount of the
      proceeds to be received by such Electing Holder from the sale of such
      Electing Holder's Registrable Securities pursuant to such registration.

            (c)   Notices of Claims, Etc. Promptly after receipt by an
      indemnified party under subsection (a) or (b) above of written notice of
      the commencement of any action, such indemnified party shall, if a claim
      in respect thereof is to be made against an indemnifying party pursuant to
      the indemnification provisions of or contemplated by this Section 6,
      notify such indemnifying party in writing of the commencement of such
      action; but the omission so to notify the indemnifying party shall not
      relieve it from any liability which it may have to any indemnified party
      otherwise than under the indemnification provisions of or contemplated by
      Section 6(a) or 6(b) hereof. In case any such action shall be brought
      against any

                                       21
<PAGE>

                                                   Registration Rights Agreement

      indemnified party and it shall notify an indemnifying party of the
      commencement thereof, such indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (who shall not, except with the consent of the indemnified party, be
      counsel to the indemnifying party), and, after notice from the
      indemnifying party to such indemnified party of its election so to assume
      the defense thereof, such indemnifying party shall not be liable to such
      indemnified party for any legal expenses of other counsel or any other
      expenses, in each case subsequently incurred by such indemnified party, in
      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the written consent of
      the indemnified party, effect the settlement or compromise of, or consent
      to the entry of any judgment with respect to, any pending or threatened
      action or claim in respect of which indemnification or contribution may be
      sought hereunder (whether or not the indemnified party is an actual or
      potential party to such action or claim) unless such settlement,
      compromise or judgment (i) includes an unconditional release of the
      indemnified party from all liability arising out of such action or claim
      and (ii) does not include a statement as to or an admission of fault,
      culpability or a failure to act by or on behalf of any indemnified party.


            (d)   Contribution. If for any reason the indemnification provisions
      contemplated by Section 6(a) or Section 6(b) are unavailable to or
      insufficient to hold harmless an indemnified party in respect of any
      losses, claims, damages or liabilities (or actions in respect thereof)
      referred to therein, then each indemnifying party shall contribute to the
      amount paid or payable by such indemnified party as a result of such
      losses, claims, damages or liabilities (or actions in respect thereof) in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party and the indemnified party in connection with the
      statements or omissions which resulted in such losses, claims, damages or
      liabilities (or actions in respect thereof), as well as any other relevant
      equitable considerations. The relative fault of such indemnifying party
      and indemnified party shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or omission or alleged omission to state a material fact relates to
      information supplied by such indemnifying party or by such indemnified
      party, and the parties' relative intent, knowledge, access to information
      and opportunity to correct or prevent such statement or omission. The
      parties hereto agree that it would not be just and equitable if
      contributions pursuant to this Section 6(d) were determined by pro rata
      allocation (even if the holders or any agents or underwriters or all of
      them were treated as one entity for such purpose) or by any other method
      of allocation which does not take account of the equitable considerations
      referred to in this Section 6(d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages, or
      liabilities (or actions in respect thereof) referred to above shall be
      deemed to include any legal or other fees or expenses reasonably incurred
      by such indemnified party in connection with investigating or defending
      any such action or claim. Notwithstanding the provisions of this Section
      6(d), no holder shall be required to contribute any amount in excess of
      the amount by which the dollar amount of the proceeds received by such
      holder from the sale of any Registrable Securities (after deducting any
      fees, discounts and commissions applicable thereto) exceeds the amount of
      any damages which such holder has otherwise been required to pay by reason
      of such untrue or alleged untrue statement or omission or alleged
      omission, and no underwriter shall be required to contribute any amount in
      excess of the amount by which the total price at which the Registrable
      Securities underwritten by it and distributed to the public were offered
      to the public exceeds the amount of any damages which such underwriter has
      otherwise been required to pay by reason of such untrue or

                                       22
<PAGE>

                                                   Registration Rights Agreement

      alleged untrue statement or omission or alleged omission. No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of
      the Securities Act) shall be entitled to contribution from any person who
      was not guilty of such fraudulent misrepresentation. The holders' and any
      underwriters' obligations in this Section 6(d) to contribute shall be
      several in proportion to the principal amount of Registrable Securities
      registered or underwritten, as the case may be, by them and not joint.

            (e)   The obligations of the Company and each Subsidiary Guarantor
      under this Section 6 shall be in addition to any liability which the
      Company or any Subsidiary Guarantor may otherwise have and shall extend,
      upon the same terms and conditions, to each officer, director and partner
      of each holder, agent and underwriter and each person, if any, who
      controls any holder, agent or underwriter within the meaning of the
      Securities Act; and the obligations of the holders and any agents or
      underwriters contemplated by this Section 6 shall be in addition to any
      liability which the respective holder, agent or underwriter may otherwise
      have and shall extend, upon the same terms and conditions, to each
      officer, director, manager and partner, as the case may be, of the Company
      or any Subsidiary Guarantor and to each person, if any, who controls the
      Company or any Subsidiary Guarantor within the meaning of the Securities
      Act.

            7.    Underwritten Offerings.

            (a)   Selection of Underwriters. If any of the Registrable
      Securities covered by the Shelf Registration are to be sold pursuant to an
      underwritten offering, the managing underwriter or underwriters thereof
      shall be designated by Electing Holders holding at least a majority in
      aggregate principal amount of the Registrable Securities to be included in
      such offering, provided that such designated managing underwriter or
      underwriters is or are reasonably acceptable to the Company.

            (b)   Participation by Holders. Each holder of Registrable
      Securities hereby agrees with each other such holder that no such holder
      may participate in any underwritten offering hereunder unless such holder
      (i) agrees to sell such holder's Registrable Securities on the basis
      provided in any underwriting arrangements approved by the persons entitled
      hereunder to approve such arrangements and (ii) completes and executes all
      questionnaires, powers of attorney, indemnities, underwriting agreements
      and other documents reasonably required under the terms of such
      underwriting arrangements.

            8.    Rule 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

                                       23
<PAGE>

                                                   Registration Rights Agreement

            9.    Miscellaneous.

            (a)   No Inconsistent Agreements. The Company represents, warrants,
      covenants and agrees that it has not granted, and shall not grant,
      registration rights with respect to Registrable Securities or any other
      securities which would be inconsistent with the terms contained in this
      Registration Rights Agreement.

            (b)   Specific Performance. The parties hereto acknowledge that
      there would be no adequate remedy at law if the Company fails to perform
      any of its obligations hereunder and that the Purchasers and the holders
      from time to time of the Registrable Securities may be irreparably harmed
      by any such failure, and accordingly agree that the Purchasers and such
      holders, in addition to any other remedy to which they may be entitled at
      law or in equity, shall be entitled to compel specific performance of the
      obligations of the Company under this Registration Rights Agreement in
      accordance with the terms and conditions of this Registration Rights
      Agreement, in any court of the United States or any State thereof having
      jurisdiction.

            (c)   Notices. All notices, requests, claims, demands, waivers and
      other communications hereunder shall be in writing and shall be deemed to
      have been duly given when delivered by hand, if delivered personally or by
      courier, or three days after being deposited in the mail (registered or
      certified mail, postage prepaid, return receipt requested) as follows: If
      to the Company, to it at Encore Acquisition Company, 777 Main Street,
      Suite 1400, Ft. Worth, Texas 76102, Attention: President, and if to a
      holder, to the address of such holder set forth in the security register
      or other records of the Company, or to such other address as the Company
      or any such holder may have furnished to the other in writing in
      accordance herewith, except that notices of change of address shall be
      effective only upon receipt.

            (d)   Parties in Interest. All the terms and provisions of this
      Registration Rights Agreement shall be binding upon, shall inure to the
      benefit of and shall be enforceable by the parties hereto and the holders
      from time to time of the Registrable Securities and the respective
      successors and assigns of the parties hereto and such holders. In the
      event that any transferee of any holder of Registrable Securities shall
      acquire Registrable Securities, in any manner, whether by gift, bequest,
      purchase, operation of law or otherwise, such transferee shall, without
      any further writing or action of any kind, be deemed a beneficiary hereof
      for all purposes and such Registrable Securities shall be held subject to
      all of the terms of this Registration Rights Agreement, and by taking and
      holding such Registrable Securities such transferee shall be entitled to
      receive the benefits of, and be conclusively deemed to have agreed to be
      bound by all of the applicable terms and provisions of this Registration
      Rights Agreement. If the Company shall so request, any such successor,
      assign or transferee shall agree in writing to acquire and hold the
      Registrable Securities subject to all of the applicable terms hereof.

            (e)   Survival. The respective indemnities, agreements,
      representations, warranties and each other provision set forth in this
      Registration Rights Agreement or made pursuant hereto shall remain in full
      force and effect regardless of any investigation (or statement as to the
      results thereof) made by or on behalf of any holder of Registrable
      Securities, any director, officer or partner of such holder, any agent or
      underwriter or any director, officer or partner thereof, or any
      controlling person of any of the foregoing, and shall survive delivery of
      and payment for the Registrable Securities pursuant to the Purchase
      Agreement and the transfer and registration of Registrable Securities by
      such holder and the consummation of an Exchange Offer.

                                       24
<PAGE>

                                                   Registration Rights Agreement

            (f)   GOVERNING LAW. THIS REGISTRATION RIGHTS AGREEMENT SHALL BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK.

            (g)   Headings. The descriptive headings of the several Sections and
      paragraphs of this Registration Rights Agreement are inserted for
      convenience only, do not constitute a part of this Registration Rights
      Agreement and shall not affect in any way the meaning or interpretation of
      this Registration Rights Agreement.

            (h)   Entire Agreement; Amendments. This Registration Rights
      Agreement and the other writings referred to herein (including the
      Indenture and the form of Securities) or delivered pursuant hereto which
      form a part hereof contain the entire understanding of the parties with
      respect to its subject matter. This Registration Rights Agreement
      supersedes all prior agreements and understandings between the parties
      with respect to its subject matter. This Registration Rights Agreement may
      be amended and the observance of any term of this Registration Rights
      Agreement may be waived (either generally or in a particular instance and
      either retroactively or prospectively) only by a written instrument duly
      executed by the Company and the holders of at least a majority in
      aggregate principal amount of the Registrable Securities at the time
      outstanding. Each holder of any Registrable Securities at the time or
      thereafter outstanding shall be bound by any amendment or waiver effected
      pursuant to this Section 9(h), whether or not any notice, writing or
      marking indicating such amendment or waiver appears on such Registrable
      Securities or is delivered to such holder.

            (i)   Inspection. For so long as this Registration Rights Agreement
      shall be in effect, this Registration Rights Agreement and a complete list
      of the names and addresses of all the holders of Registrable Securities
      shall be made available for inspection and copying on any business day by
      any holder of Registrable Securities for proper purposes only (which shall
      include any purpose related to the rights of the holders of Registrable
      Securities under the Securities, the Indenture and this Agreement) at the
      offices of the Company at the address thereof set forth in Section 9(c)
      above and at the office of the Trustee under the Indenture.

            (j)   Counterparts. This agreement may be executed by the parties in
      counterparts, each of which shall be deemed to be an original, but all
      such respective counterparts shall together constitute one and the same
      instrument.

                                       25
<PAGE>

                                                   Registration Rights Agreement

            If the foregoing is in accordance with your understanding, please
sign and return to us one for the Company, the Subsidiary Guarantors and each of
the Representatives plus one for each counsel counterparts hereof, and upon the
acceptance hereof by you, on behalf of each of the Purchasers, this letter and
such acceptance hereof shall constitute a binding agreement between each of the
Purchasers, the Subsidiary Guarantors, and the Company. It is understood that
your acceptance of this letter on behalf of each of the Purchasers is pursuant
to the authority set forth in a form of Agreement among Purchasers, the form of
which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.

                           Very truly yours,

                           ENCORE ACQUISITION COMPANY

                           By:      /s/ Roy W. Jageman
                               -------------------------------------------------
                                    Roy W. Jageman
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Corporate Secretary

                           EAP ENERGY, INC.

                           By:      /s/ Roy W. Jageman
                               -------------------------------------------------
                                    Roy W. Jageman
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Corporate Secretary

                           EAP ENERGY SERVICES, L.P.

                           By: EAP Energy, Inc., its general partner

                           By:      /s/ Roy W. Jageman
                               -------------------------------------------------
                                    Roy W. Jageman
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Corporate Secretary

                           EAP OPERATING, INC.

                           By:      /s/ Roy W. Jageman
                               -------------------------------------------------
                                    Roy W. Jageman
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Corporate Secretary

<PAGE>

                                                   Registration Rights Agreement

                           EAP PROPERTIES, INC.

                           By:      /s/ Robert A. Sagedy
                               -------------------------------------------------
                                    Robert A. Sagedy
                                    Vice President

                           ENCORE OPERATING, L.P.

                           By: EAP Operating, Inc., its general partner

                           By:      /s/ Roy W. Jageman
                               -------------------------------------------------
                                    Roy W. Jageman
                                    Executive Vice President, Chief Financial
                                    Officer, Treasurer and Corporate Secretary

                           ENCORE OPERATING LOUISIANA LLC

                           By:      /s/ Tom Olle
                               -------------------------------------------------
                                    Tom Olle
                                    President

Accepted as of the date hereof:

Goldman, Sachs & Co.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Fleet Securities, Inc.
J.P. Morgan Securities Inc.
KeyBanc Capital Markets, a Division of McDonald Investments Inc.
BNP Paribas Securities Corp.
Fortis Investment Services LLC
Stanford Group Company

             /s/ Goldman, Sachs & Co.
-------------------------------------------------
             Goldman, Sachs & Co.

<PAGE>

                                                                       EXHIBIT A

                           ENCORE ACQUISITION COMPANY

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE:  [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Encore Acquisition Company (the
"Company") 6.25% Senior Subordinated Notes due 2014 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Encore Acquisition
Company, 777 Main Street, Suite 1400, Ft. Worth, Texas 76102, (817) 877-9955.

___________________________
*Not less than 28 calender days from date of mailing.

                                      A-1

<PAGE>

                                                   Registration Rights Agreement

                           ENCORE ACQUISITION COMPANY

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Registration Rights Agreement (the "Registration
Rights Agreement") between Encore Acquisition Company (the "Company") and the
Purchasers named therein. Pursuant to the Registration Rights Agreement, the
Company has filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 6.25% Senior
Subordinated Notes due 2014 (the "Securities"). A copy of the Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Registration Rights
Agreement.

                                      A-2

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                                                   Registration Rights Agreement

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Registration Rights Agreement,
including, without limitation, Section 6 of the Registration Rights Agreement,
as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

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                                                   Registration Rights Agreement

                                  QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

            --------------------------------------------------------------------
      (b)   Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

            --------------------------------------------------------------------
      (c)   Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

            --------------------------------------------------------------------
(2)         Address for Notices to Selling Securityholder:

                              ---------------------------------------
                              ---------------------------------------
                              ---------------------------------------
            Telephone:        ---------------------------------------
            Fax:              ---------------------------------------
            Contact Person:   ---------------------------------------

(3)         Beneficial Ownership of Securities:

            Except as set forth below in this Item (3), the undersigned does not
            beneficially own any Securities.

      (a)   Principal amount of Registrable Securities beneficially owned:

            ------------------
            CUSIP No(s). of such Registrable Securities:
                                                        -----------------------

      (b)   Principal amount of Securities other than Registrable Securities
            beneficially owned:

            --------------------------------------------------------------------
            CUSIP No(s). of such other Securities:
                                                  -----------------------------

      (c)   Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement:

            -------------------------
            CUSIP No(s). of such Registrable Securities to be included in the
            Shelf Registration Statement:
                                         --------------------------------------

      (4)   Beneficial Ownership of Other Securities of the Company:

            Except as set forth below in this Item (4), the undersigned Selling
            Securityholder is not the beneficial or registered owner of any
            other securities of the Company, other than the Securities listed
            above in Item (3).

            State any exceptions here:

                                      A-4

<PAGE>

                                                   Registration Rights Agreement

      (5)   Relationships with the Company:

            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Company (or its predecessors or
            affiliates) during the past three years.

            State any exceptions here:



      (6)   Plan of Distribution:

            Except as set forth below, the undersigned Selling Securityholder
            intends to distribute the Registrable Securities listed above in
            Item (3) only as follows (if at all): Such Registrable Securities
            may be sold from time to time directly by the undersigned Selling
            Securityholder or, alternatively, through underwriters,
            broker-dealers or agents. Such Registrable Securities may be sold in
            one or more transactions at fixed prices, at prevailing market
            prices at the time of sale, at varying prices determined at the time
            of sale, or at negotiated prices. Such sales may be effected in
            transactions (which may involve crosses or block transactions) (i)
            on any national securities exchange or quotation service on which
            the Registered Securities may be listed or quoted at the time of
            sale, (ii) in the over-the-counter market, (iii) in transactions
            otherwise than on such exchanges or services or in the
            over-the-counter market, or (iv) through the writing of options. In
            connection with sales of the Registrable Securities or otherwise,
            the Selling Securityholder may enter into hedging transactions with
            broker-dealers, which may in turn engage in short sales of the
            Registrable Securities in the course of hedging the positions they
            assume. The Selling Securityholder may also sell Registrable
            Securities short and deliver Registrable Securities to close out
            such short positions, or loan or pledge Registrable Securities to
            broker-dealers that in turn may sell such securities.

            State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

                                      A-5
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                                                   Registration Rights Agreement

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights Agreement
shall be made in writing, by hand-delivery, first-class mail, or air courier
guaranteeing overnight delivery as follows:

            (i)  To the Company:

                  Encore Acquisition Company
                  Houston, Texas  77024
                  777 Main Street, Suite 1400
                  Ft. Worth, Texas 76102
                  Attn:  Jon Brumley

                  Fax No.:  817-877-1655

            (ii) With a copy to:

                  Sean T. Wheeler
                  Baker Botts L.L.P.
                  One Shell Plaza, 910 Louisiana
                  Houston, Texas  77002

                  Fax No.:  713-229-7868

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6
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                                                   Registration Rights Agreement

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: __________________________


            ______________________________________________________________
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)

            By: ______________________________________________________________
            Name:
            Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                        ___________________________

                        ___________________________

                        ___________________________

                        ___________________________

                        ___________________________

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                                                   Registration Rights Agreement

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wells Fargo Bank, N.A.
Encore Acquisition Company
c/o Wells Fargo Bank, N.A.
505 Main Street, Suite 301
Fort Worth, Texas  76102

Attention:  Trust Officer

         Re:      Encore Acquisition Company (the "Company")
                  6.25% Senior Subordinated Notes due 2014

Dear Sirs:

Please be advised that _______________________ has transferred $
____________________ aggregate principal amount of the above-referenced Notes
pursuant to an effective Registration Statement on Form [____] (File No.
333-______) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                     Very truly yours,

                                            _________________________
                                            (Name)

                                     By:    _________________________
                                            (Authorized Signature)

                                      B-1